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EXHIBIT 10.6
UAL Contract
NO. 123002
SERVICES AGREEMENT
BY AND BETWEEN
PRIDE AVIATION, INC.
AND
UNITED AIR LINES, INC.
RELATING TO THE PURCHASE OF
AIRCRAFT PAINTING SERVICES
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TABLE OF CONTENTS
ARTICLE PAGE
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1. SELLER'S RESPONSIBILITIES 1
2. UNITED'S RESPONSIBILITIES 4
3. DELIVERY AND REDELIVERY 5
4. CHARGES AND PAYMENTS 7
5. WARRANTY 7
6. EXCUSABLE DELAY 9
7. TAXES 10
8. TITLE, LIENS 10
9. INSURANCE AND INDEMNITY 10
10. TERMINATION 12
11. PATENT INDEMNITY 14
12. CONSEQUENTIAL DAMAGES 15
13. CONFIDENTIAL INFORMATION 15
14. MISCELLANEOUS 16
EXHIBIT 1 - STATEMENT OF WORK
EXHIBIT 2 - SERVICE SCHEDULE
EXHIBIT 3 - PRICING
EXHIBIT 4 - DELIVERY RECEIPTS
EXHIBIT 5 - PARTS SUPPORT
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SERVICES AGREEMENT
AGREEMENT, entered into as of June 10, 1994, by and between UNITED AIR
LINES, INC., a Delaware Corporation with its principal office in the Township
of Elk Grove, State of Illinois (hereafter referred to as "United"), and PRIDE
AVIATION, INC., an Oklahoma corporation with its principal office in the City
of New Iberia, State of Louisiana (hereafter referred to as "Seller"). In
consideration of the mutual covenants set forth herein, United and Seller agree
as follows:
ARTICLE 1. - SELLER'S RESPONSIBILITIES.
1.1 SERVICES.
Seller will perform the services described in Exhibit 1 hereto (the
"Services") with respect to B737-222, B737-291, B737-322, B737-522
and B727-222A aircraft ("Aircraft") operated by United for a period of
three years from the date first set forth above. Seller will perform
the Services at its facilities in New Iberia, Louisiana. Seller shall
provide Services for (i) the quantity of Aircraft described in Exhibit
2 for the period described therein, and (ii) an approximately similar
quantity of Aircraft, on a prorated basis, for the remainder of the
term of this Agreement.
1.2 SCHEDULE.
Seller shall perform the Services (i) with respect to the Aircraft
described in Exhibit 2 in accordance with the schedule set forth
therein, and (ii) for the remainder of the term of this Agreement in
accordance with a schedule to be designated by United. United shall
designate the schedule of Services for such Aircraft for each year no
later than December 31 of the preceding year.
1.3 ADDITIONAL SERVICES.
Seller will perform additional services ("Additional Services") upon
(i) United's request and Seller's concurrence and (ii) execution of an
amendment to this Agreement.
1.4 OPTIONS.
Seller hereby grants United:
a. an option to extend the period of Services described in
Article 1.1 above from three years to five years. United may
exercise such option by giving notice to Seller on or
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before March 1, 1997. Such additional period is referred to
hereinafter as the "Option Period".
b. an option to purchase Services for up to forty-two (42)
B757-222 Aircraft ("Option Aircraft") during the B-757 Option
Period (described below) in accordance with (i) a schedule
designated by United, and (ii) the provisions of Paragraph 4
of Exhibit 2 hereto. The B-757 Option Period shall extend from
the date United exercises such option to March 1, 1997. United
may exercise such option by giving notice to seller on or
before February 28, 1995. Upon exercise of such option, United
shall designate a schedule of Services, which schedule United
may revise during the B-757 Option Period.
c. An option to extend the Option Period of Services described in
Article 1.4.b above from three (3) years to five (5) years.
United may exercise such option by giving notice to Seller on
or before March 1, 1997.
1.5 SELLER FURNISHED MATERIAL.
Seller shall provide all parts and materials required in connection
with the services, except for the parts and materials described in
Article 2.3. Seller will establish inspection procedures at its own
facility and at its supplier's facilities to verify that such parts
and material are in compliance with United's regulatory and technical
requirements as described in this Agreement. Seller shall furnish the
results of such inspections to United on a periodic basis to ensure
compliance with such procedures.
1.6 TOOLING.
(a) Seller shall provide, at Seller's expense, all tooling,
fixtures and equipment which nay be required to accomplish the
Services (including routine and non-routine work) and for all
Additional Services.
(b) In the event Seller deems it necessary to lease or purchase
any tooling, fixture or equipment in order to provide Additional
Services, Seller will notify United and obtain United's approval prior
to leasing or purchasing any such items. Any such items purchased by
Seller and charged to United shall become the property of United and
be delivered to United at the conclusion of this Agreement.
1.7 USE OF OTHER FACILITIES OR SUBCONTRACTORS.
Seller will not perform Services hereunder at any facility other than
that listed in Article 1.1 above without United's prior approval.
Seller will not use outside services in
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performance of Services hereunder without the prior approval of
United. Such approval shall not he unreasonably withheld.
1.8 REGULATORY AND TECHNICAL REQUIREMENTS.
Seller shall cause Services to be performed in accordance with
(i) all applicable regulations of the Federal Aviation Administration
(FAA), (ii) all applicable regulations and standards of the
Environmental Protection Agency (EPA) and state and local agencies,
(iii) Seller's current FAA-approved Repair Station Manual and (iv)
United's Specifications and procedures or equivalent as approved by
United. Seller shall comply with United's Quality Assurance
Certification Program requirements for Outside Service Vendor (OSV)
painting, dated February 4, 1994.
1.9 REGULATORY QUALIFICATIONS.
Seller warrants that it holds Repair Station Certificates issued under
Part 145 of the Federal Aviation Regulations, with ratings applicable
to performance of the Services. Seller shall comply with all Federal,
State and local laws and standards applicable to performing the
Services, including EPA Certification, and Random Drug Testing
Programs ("DOT" Program").
1.10 ON-SITE REPRESENTATIVES.
Seller shall furnish to United without additional charge, secure
office space, including furniture, telephone and telefax, in or
conveniently located to the facility where Services are performed.
Such office space shall be reasonably adequate for use by a maximum of
three (3) of United's personnel and United's designated
subcontractor(s) if applicable. United will provide qualified staff,
as necessary, at such facility where Seller performs Services
hereunder. All long distance telephone calls and telefax messages from
such office space shall be charged to United at actual cost.
1.11 REMOVED MATERIAL.
(a) Seller shall store in a safe and segregated location, all
property, including without limitation, fixtures, equipment and
instruments, which Seller deems necessary to remove from each Aircraft
in connection with performing the Services.
(b) Seller shall provide United a listing of all property removed
from each Aircraft which property is not to be reinstalled in
connection with the Services. Seller shall provide such listing within
five (5) days after removal of such property from each Aircraft. Such
listing shall be by
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part number where applicable, and shall include a description and
quantity.
1.12 THIRD PARTY WARRANTIES.
(a) Seller will notify United of any potential warranty claims
against third party suppliers which are discovered by Seller during
the performance of Services. Seller will make available to United data
necessary to support such third party warranty claims. If requested by
United Seller shall file on behalf of United any such third party
warranty claims.
(b) United shall be entitled at any time to take over and conduct
in Seller's name any prosecution and/or settlement of any claim made
under any warranties which may exist from time to time in favor of
Seller from third party suppliers used by Seller in performing
Services under this Agreement and all such warranty rights shall be
subrogated to United accordingly.
ARTICLE 2. - UNITED'S RESPONSIBILITIES.
2.1 UNITED REMOVED MATERIAL DISPOSITION.
United shall instruct Seller as to how to dispose of the parts and
material described in Article 1.11 (parts and material removed from
Aircraft). Except as the parties may otherwise agree, Seller will hold
such parts and material in segregated and restricted storage for
twenty one (21) days after redelivery of each Aircraft and dispose of
such material as instructed by United at United's cost. In the event
United does not furnish such instructions within twenty one (21) days
or such other agreed period, Seller may dispose of such parts and
materials in a reasonable manner at United's cost.
2.2 SPECIFICATIONS.
United will provide complete and accurate information, and documents
including, but not limited to, task work cards, Materials and Process
Document for Decorative Finishing of Aircraft Exteriors, Revision
#003, dated 12/06/93, current aid book(s), design drawings,
maintenance and work manuals, hereinafter referred to as
("Specifications"), including revisions thereto, in a timely fashion
to assist Seller in performing the Services and to comply with any
applicable FAA requirements.
2.3 PARTS AND MATERIAL PROVISIONING.
United shall provide Seller prior to delivery of each Aircraft top
coat enamel, placards, decals, stencils and masks for
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United's name, logo, N#'s and fleets (collectively "Material") which
is unique to the Aircraft in accordance with the terms set forth in
Exhibit 5 hereto to accomplish the Services hereunder. Title to all
Material delivered by United to Seller shall at all times be and
remain with United. Seller shall store all such Material in a
segregated and secure area designated only for United Material and in
compliance with material Specification requirements. Risk of loss
shall be with Seller for all such Material in Seller's custody or
control.
2.4 INSPECTION.
United will maintain possession of and enter in the Aircraft Log all
entries including signing of the maintenance release.. The signing of
the return to service for work performed hereunder will be the
responsibility of the United on-site representative.
United may perform any inspections on any Aircraft during the time
Services are being performed, provided that United shall perform any
such inspection prior to closure of any affected area on an Aircraft.
ARTICLE 3. - DELIVERY AND REDELIVERY.
3.1 DELIVERY OF AIRCRAFT.
(a) United shall deliver the Aircraft to Seller for Services at
Seller's facility in accordance with the schedule described in Exhibit
2 hereto. United shall obtain at its expense all necessary clearances
for landing and taking off of Aircraft if applicable. Seller shall
assist United in obtaining any such clearances if so requested by
United. Upon delivery the parties shall comply with the applicable
inspection requirements set forth in Article 3.1 (b).
(b) Within four (4) hours after arrival of each Aircraft at
Seller's facility, United and Seller shall jointly inspect such
Aircraft and inventory the loose equipment (the "Arrival Inspection").
The parties shall produce a report of such inspection within eight (8)
hours after such arrival. Such report shall set forth any facts
concerning the general condition of the Aircraft or of the equipment
on which they are not in agreement and shall attach such notation to
an "Aircraft Receivable Inspection and Loose Equipment Inventory
Report" which shall be signed by both parties. Each party shall
complete its inspection within four (4) hours after arrival of each
Aircraft.
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(c) After completion of the Arrival Inspection, Seller shall
remove and store in a safe and segregated location, all fixtures,
equipment, instruments or other property which Seller removes during
the performance of Services hereunder. Seller shall cause such removed
items to be covered by Seller's described in Article 9. Title to the
Aircraft and to such removed and stored items shall remain with United
or its lessor at all times.
(d) Within forty-eight (48) hours after delivery of each Aircraft
to Seller, Seller shall inform the United on-site representative of
any applicable earlier re-delivery date based upon the Services to be
performed on such Aircraft as described in Exhibit 2 hereto.
3.2 REDELIVERY OF AIRCRAFT.
(a) Upon completion of Services Seller shall redeliver each
Aircraft to United at Seller's facility in accordance with the
schedule described in Exhibit 2 hereto. Prior to redelivery, Seller
shall unseal any areas closed off by it, reinstall such fixtures,
equipment, instruments and other property as may have been removed
during the performance of Services and submit each Aircraft to United
for inspection (the "Redelivery Inspection").
(b) Prior to redelivery of each Aircraft, United may conduct an
inspection of such Aircraft at it's expense, which inspection may
include a flight test. United shall conduct any such test flight in
accordance with its procedures and will have at duly qualified flight
crew in command at all times. Seller's personnel may participate in
any such test flight as observers. If any such test flight shall
terminate other than at Seller's facility, return travel costs will be
borne by United only if Seller's personnel had been requested by
United to participate. Seller may designate up to three (3) of its
representatives to accompany the Aircraft on such flight as observers.
3.3 AIRCRAFT RECEIPTS
Each transfer of possession of any Aircraft between the parties will
be accompanied by delivery to the transferring party of a receipt,
substantially in the form set forth in Attachment A to Exhibit 4
hereto, which has been executed by an authorized representative of the
receiving party.
3.4 DELIVERY OF UNITED FURNISHED PARTS AND MATERIAL.
(a) Upon receipt of any parts and material furnished by United at
Seller's facility, Seller and United shall execute
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an appropriate delivery receipt substantially in the form set forth in
Attachment B to Exhibit 4 hereto.
(b) Within four (4) hours after arrival at Seller's facility of
each shipment of parts and material furnished by United, United and
Seller shall jointly inspect such items to determine the condition and
quantity. The parties shall produce a report of such inspection within
eight (8) hours after such arrival. Such report shall set forth any
facts concerning the condition or quantity of such items on which they
are not in agreement and shall be signed by both parties.
(c) Seller shall bear the risk of loss for all parts and material
furnished by or on behalf of United which have been received pursuant
to the procedures described in this Article 3.4, while such property
is in Seller's custody or control.
ARTICLE 4. - CHARGES AND PAYMENTS.
4.1 CHARGES.
Seller will invoice United the charges set forth in Exhibit 3 in
United States Dollars for all goods and services provided hereunder.
4.2 OVERTIME.
Overtime labor shall not be charged to United under this Agreement
unless requested by United in writing.
4.3 PAYMENT.
United shall pay invoices properly issued hereunder in United States
Dollars within thirty (30) days from the date of such invoice.
4.4 AUDIT RIGHTS.
Seller will make available for audit by United all records necessary
to substantiate labor and material charges applicable for Services or
any Additional Services and any termination charges. Such records
shall be made available during regular business hours at Seller's
facility prior to completion of Services and for one (1) year
thereafter.
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ARTICLE 5. - WARRANTY.
5.1 COVERAGE.
Seller warrants that the Services performed hereunder (i) will
conform to the Specifications, (ii) be free from defects in
workmanship; and (iii) that goods manufactured by Seller will be free
from defects in design, material and workmanship. For purposes of this
warranty any such defect will hereinafter be referred to individually
as a "Defect". It is understood and agreed that abnormal erosion or
chipping from impact damage shall not be deemed a Defect.
5.2 WARRANTY PERIOD.
The Warranty period shall commence from the date of redelivery of each
Aircraft and shall extend for the period the Aircraft is owned or
operated by United for all paint Services and fourteen (14) months for
any other Services.
5.3 CORRECTION OF DEFECTS.
(a) If, during the warranty period, a Defect which causes damage
to a part or renders such part unserviceable, Seller will correct the
Defect by either replacing or repairing, at Seller's expense and
option, any damaged part to the condition it was in at the time the
damage occurred, provided that the cost of any replacement part which
has a life limit established by the manufacturer or government
authority will be shared pro rata by United and Seller based upon the
unused life of the damaged part at the time it was damaged.
(b) Notwithstanding the provisions of subparagraph 5.3 (a) above,
United may correct any Defect itself, provided United obtains Seller's
concurrence of United's intent to correct any such Defect which United
estimates will cost more than $2,000 to correct. Seller's concurrence
will not be unreasonably withheld. In such event Seller will reimburse
United for (i) labor at a rate of $45.00 per man hour and (ii)
materials, at United's standard material charges, which are necessary
to correct the Defect and any part damaged as a result of such Defect,
including but not limited to removal, reinstallation and testing.
United shall not be required to obtain Seller's concurrence to correct
any Defect if failure to promptly correct such Defect may impact the
safe operation of the Aircraft or result in a delay or cancellation of
the Aircraft.
5.4 CONDITIONS.
Seller's warranty obligations hereunder are subject to the following
conditions:
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(a) The item which is the subject of the warranty claim has not
been altered or repaired by anyone other than Seller or
United, unless authorized in writing by Seller, and has been
maintained in accordance with United's FAA approved
Airworthiness Maintenance Program and Maintenance Manual;
(b) The item which is the subject of the warranty claim has been
used under normal operating conditions as established by
United's maintenance specifications and procedures and has not
been subject to misuse, neglect or accident; and
(c) United, within the warranty period, notifies Seller in writing
of any Defect. Seller shall notify United in writing within
fifteen (15) days after receipt of United's Warranty Claim of
Seller acceptance or rejection of such claim.
5.5 TRANSPORTATION.
For Defects to be corrected by Seller, United will ship at Seller's
expense and risk the warranted item for correction to Seller's
facility. Seller will promptly correct any Defect and redeliver at its
expense and risk the warranted item to United's Maintenance Operations
Center. In the event United elects to return any Aircraft to Seller's
facility for correction of a Defect, Seller shall reimburse United for
the costs to return such Aircraft to and from Seller's facility on a
flight hour basis at the rate of $2,100.00 per flight hour.
5.6 DISCLAIMER.
THE WARRANTIES SET FORTH ABOVE IN THIS ARTICLE AND THE OBLIGATIONS AND
LIABILITIES OF SELLER THEREUNDER, ARE EXPRESSLY IN LIEU OF AND UNITED
HEREBY WAIVES AND RELEASES SELLER FROM ANY AND ALL OTHER WARRANTIES,
AGREEMENTS, GUARANTEES, CONDITIONS, DUTIES, OBLIGATIONS, REMEDIES OR
LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY AND
FITNESS FOR PURPOSE, WITH RESPECT TO SELLER'S PERFORMANCE HEREUNDER.
ARTICLE 6. - EXCUSABLE DELAY.
6.1 INABILITY TO PERFORM.
Neither party will be liable for any delay in performance hereunder
due to acts of God or the public enemy, war or warlike operations,
insurrection or riots, floods, explosions, fires, earthquakes, any
governmental act, failure of
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transportation, strikes or other labor disputes, or any other cause
beyond such party's control and not occasioned by such party's fault
or negligence. Delays resulting from any of the foregoing causes are
referred to as "Excusable Delays".
6.2 NOTICE OF DELAY.
If either party experiences an Excusable Delay, or has reason to
believe it will experience an Excusable Delay it shall immediately
notify the other party in writing.
6.3 TERMINATION.
If an Excusable Delay extends for more than ten (10) days and if the
parties have not by such date agreed on a revised schedule for
continuing the work at the end of such Excusable Delay, then the party
not experiencing Excusable Delay may terminate this Agreement seven
(7) days after notice to the other party, with respect to any affected
Aircraft.
ARTICLE 7. - TAXES.
7.1 TAXES.
United shall pay and agree to indemnify and hold Seller harmless from
any sales or use taxes (except that part of any sales or use tax in
excess of three percent (3%)) imposed by any taxing authority required
to be paid by Seller or United as a result of performance of this
Agreement. If a claim is made against Seller for any such taxes,
Seller shall promptly notify United. If requested by United in
writing, Seller shall, at United's expense, take such action as United
may reasonably direct with respect to such asserted liability and
shall not pay any such charges, except under protest, if protest is
necessary. If payment is made Seller shall, at United's expense, take
such action as United may reasonably direct to recover payment and
shall, if requested, permit United in Seller's name to file a claim or
commence an action to recover such payment. If all or any part of any
charges be refunded or credited, Seller shall repay United such part
thereof as United shall have paid, including any interest received
thereon.
7.2 REIMBURSEMENT TO SELLER.
United shall reimburse Seller upon demand for all expenses (including,
without limitation, all costs, expenses, legal and accountant's fees,
penalties and interest) incurred by Seller in making payment defending
pay or endeavoring to obtain refund of any such charges.
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ARTICLE 8. - TITLE, LIENS.
8.1 TITLE.
Title to the Aircraft and to all property removed from the Aircraft
shall remain in United or its lessor at all times.
8.2 NO LIENS.
Seller shall not permit any lien, claim or encumbrance of any kind
whatsoever to attach to the Aircraft or any other property of United.
Seller expressly acknowledges that United has not consented to any
liens on its Aircraft or other property and Seller agrees to waive any
and all liens of every nature and kind whatsoever, whether statutory
or otherwise, including, without limitation, any possessory,
consensual or mechanics' liens which Seller might assert against the
Aircraft or other property of United in Seller's possession by reason
of work, labor or services performed or materials provided by Seller
hereunder.
ARTICLE 9. - INSURANCE AND INDEMNITY.
9.1 INSURANCE.
Seller shall, at its sole cost and expense, produce and maintain in
full force and effect during the term of this Agreement policies of
insurance of the type and in the minimum amounts stated below with
companies and under terms satisfactory to United.
(a) Hangarkeepers ground liability insurance in an amount not less
than $50,000,000 per Aircraft in Seller's possession. Should more than
two (2) Aircraft be in Seller's possession at the same time, Seller
agrees to provide levels of insurance as requested by United.
(b) Aircraft Product liability insurance, including contractual
coverage in an amount not less than $50,000,000 prior to October 10,
1994 and $200,000,000 thereafter, and Seller shall maintain such
insurance beyond the termination of its present coverage for a period
of three (3) years after expiration of the warranty period applicable
to the last services completed;
(c) Property insurance covering all risks and covering all United
property other than the Aircraft, in Seller's custody and control.
Said property insurance shall be carried on a "replacement cost"
basis; and
(d) Employer's liability insurance in statutory amounts.
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(e) United shall accept a price adjustment not to exceed $1133.36
per Aircraft for up to forty-five (45) Aircraft annually for the
Insurance amount required after October 10 as described in paragraph
9(b) above. Any annual amount of Aircraft which exceeds forty-five
(45) Aircraft shall be at no additional price adjustment to United. In
the event less than forty-five (45) Aircraft are serviced on an annual
basis, Seller shall invoice United for the difference in the
additional insurance amount required during the term of this
Agreement. Such price adjustment shall be in addition to the prices
described in Exhibit B. Should United request an increase in the
amount of insurance described in this Article 9, Seller shall advise
United within five (5) days of any adjustment in the prices shown in
Exhibit 3 to reflect such increase. United shall promptly notify
Seller of United's acceptance or rejection of such price adjustment.
If United rejects such price adjustment, United may terminate this
Agreement upon giving Seller not less than ten (10) days prior notice
of its intent to terminate.
9.2 ADDITIONAL PROVISIONS.
(a) Seller represents and warrants that the insurance coverage as
referred to in Article 9.1 (a), (b), and (d) are presently in effect.
(b) Seller represents and warrants that the property insurance
provided hereunder pursuant to Article 9.1 (c), will, subject to and
in accordance with its terms and conditions, (i) cover losses to
United's property as described in Article 9.1 (c) while in Seller's
custody and control, and (ii) be payable as the party's interests may
appear.
(c) Seller shall furnish to United prior to commencement of
Services hereunder underwriter's certificates certifying that the
policies of insurance required pursuant to Article 9.1, are in full
force and effect, and that United shall be given thirty (30) days'
prior notice by the insurers in the event that either the insurers or
Seller desire to cancel or materially change such policies of
insurance to materially restrict the coverage thereof. The certificate
furnished relative to the insurance described in Section 9.1 (b) will
certify that such insurance covers the obligations assumed by Seller
under Article 9.3 of this Agreement.
9.3 INDEMNITY.
Seller hereby agrees to indemnify and hold harmless United, its
directors, officers, employees and agents from and against any and all
liabilities, claims, demands, actions, proceedings, damages and losses
(including, without limitation, all legal fees, costs and expenses in
connection
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therewith or incident thereto) for death of, or injury to any persons
whomsoever (other than an employee of United) and for loss of, damage
to, destruction of, any property whatsoever in any manner arising out
of any acts or omissions of Seller in connection with the performance
of this Agreement. Seller will, at the request of United, negotiate
any claim or defend any action or suit brought against United or in
which United is joined as a party defendant based upon any matters for
which Seller has agreed to indemnify United as provided above.
Seller's obligations under this Article 9.3 will survive the
termination of this Agreement.
ARTICLE 10. - TERMINATION.
10.1 FAILURE TO PERFORM.
Except as provided in Article 6, if either party fails to perform its
obligations under this Agreement and such failure to perform continues
for a period of thirty (30) days after notice to such party by the
other party thereof, such other party may terminate this Agreement
immediately upon notice. The right of each party to require strict
performance of any obligations hereunder will not be affected in any
way by any previous waiver, forbearance or course of dealing. If
either party exercises its right to terminate hereunder such exercise
will not affect or impair any other rights such party may have as a
result of the default of the other party.
10.2 TERMINATION FOR CONVENIENCE.
United may terminate this Agreement for convenience upon ninety (90)
days notice to Seller provided, that if Seller is not in default
hereunder at the end of such ninety (90) day period, ("Notice Date"),
United will pay for all work completed as of the Notice Date upon
delivery thereof to United. Seller will cease all work hereunder as of
the Notice Date, unless otherwise instructed by United, and United
will reimburse Seller for all work in progress under this Agreement as
of the Notice Date. Payments under this paragraph by United will be at
the established prices, or percentage thereof equal to percentage of
completion, provided in this Agreement. United shall also reimburse
Seller for its reasonable termination costs within thirty (30) days
after receipt of a detailed breakdown of costs to substantiate such
termination costs.
10.3 INSOLVENCY.
If either party (the "Defaulting Party") becomes insolvent; if the
other party (the "Insecure Party") has evidence that the Defaulting
Party is not paying its bills when due without just
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cause; if a receiver of the Defaulting Party's assets is appointed; if
the Defaulting Party takes any step leading to its cessation as a
going concern; or if the Defaulting Party either ceases or suspends
operations for reasons other than a strike, then the Insecure Party
may immediately terminate this Agreement on notice to the Defaulting
Party unless the Defaulting Party immediately gives adequate
assurance, satisfactory to the Insecure Party, of the future
performance of this Agreement. If bankruptcy proceedings are commenced
with respect to the Defaulting Party and if this Agreement has not
otherwise been terminated, then the Insecure Party may suspend all
further performance of this Agreement until the Defaulting party
assumes or rejects this Agreement pursuant to Section 365 of the
Bankruptcy Code or any similar or successor provision. Any such
suspension of further performance by the Insecure Party pending the
Defaulting Party's assumption or rejection will not be a breach of
this Agreement and will not affect the Insecure Party's right to
pursue or enforce any of its rights under this Agreement or otherwise,
including the right to procure the contracted for services from any
other supplier or suppliers of its choice.
10.4 CESSATION OF BUSINESS.
If Seller ceases to do business or suspends operations as a going
concern, Seller will provide to United, promptly all drawings,
specifications and documentation not previously furnished to United,
necessary for United to obtain substitute performance of any duties or
obligations of Seller under this Agreement that Seller cease to
perform, and hereby grants to United and its agents the right to use
such information and documentation for such purposes, at no additional
charge to United.
10.5 SURVIVABILITY.
The obligations of Seller which are of a continuing nature including,
but not limited to, the obligations set forth in Article 5 (Warranty)
and Article 9 (Insurance & Indemnity) shall survive the termination of
this Agreement.
Article II. - PATENT INDEMNITY.
11.1 INDEMNITY.
Seller hereby agrees to indemnify, protect and save harmless United
from and against all claims, demands, action or proceedings, and all
liabilities, expenses and costs (excluding any consequential damages,
costs, expenses, liabilities and loss of profits resulting from loss
of use, but including cost of replacing the infringing item or
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otherwise curing any infringement on account of which use of Aircraft
by United is; prevented), by any of the goods or services provided by
Seller hereunder or the use or operation thereof; provided, however,
that the foregoing agreement by Seller to indemnify, protect and save
harmless United shall not apply (i) to equipment, parts or components
which are not manufactured by Seller or pursuant to Seller's detailed
design or which are furnished by United; or (ii) to the extent United
is a contributory infringer or induces such infringement; or (iii) if
United has combined any products or services in a way not contemplated
herein or with a product not furnished herein or without Seller's
written consent and, by reason of such combination, Seller is held or
alleged to be an infringer.
11.2 CONDITIONS.
Seller's liability hereunder with respect to any actual or alleged
infringement is conditioned upon commencement of any actions or
proceedings against United or United's receipt of written charge of
such infringement, and upon notice by United to Seller within fifteen
(15) days after the receipt by United of notice of the institution of
such action or proceedings. Seller shall have the option at any time
to conduct negotiations with the party or parties claiming
infringement to intervene in any action or proceedings commenced, and
to assume, conduct or control the defense thereof; provided, United
shall have the right at its expense to participate in the defense of
any such action or proceedings to the extent of its own interest.
Seller's liability hereunder with respect to any actual or alleged
infringement is also conditioned upon United promptly furnishing to
Seller all data, papers, records and other assistance or defense
against any such claim or action or proceedings for infringement.
ARTICLE 12. - CONSEQUENTIAL DAMAGES.
Neither party will be liable for, and each party hereby waives and
releases any claims against the other party for, any special, incidental, or
consequential damages, including without limitation, lost revenues, lost
profit, or loss of bargain, resulting from performance or failure to perform
under this Agreement.
ARTICLE 13. - CONFIDENTIAL INFORMATION.
13.1 DEFINITION.
"Confidential Information" means confidential information including,
without limitation, manufacturing, financial and marketing data,
orders, forecasts, plans, designs, drawings and specifications of
either United or Seller, which is
15
18
contained in written documents stamped "CONFIDENTIAL" and which is
provided by one party to the other during the term of this Agreement,
provided that job cards furnished by United hereunder will be deemed
Confidential Information whether or not so stamped. Notwithstanding
the foregoing sentence, information, which would otherwise be
Confidential Information, shall riot be deemed to be Confidential
Information if (i) such information was already in the possession of
the other party, (ii) is placed in the public domain through no fault
of the party receiving such information, or (iii) becomes available to
the receiving party through other proper sources.
13.2 DISCLOSURE.
Each party will use the same degree of care in protecting the
confidentiality of the other party's Confidential Information in its
possession as it uses to protect its own Confidential Information,
which in any event shall be a reasonable standard of care. Neither
party will (i) provide or disclose Confidential Information to any
other person, firm or corporation without the other party's prior
consent, (ii) reproduce Confidential Information except for essential
copies for its own internal use in connection with the performance of
this Agreement, and (iii) use Confidential Information for any purpose
other that the performance of this Agreement. The obligations of this
Paragraph shall extend beyond the term of this Agreement.
ARTICLE 14. - MISCELLANEOUS.
14.1 NOTICES.
All notices, requests, reports, consents, approvals or designations
given in connection with this Agreement will be given in writing and
will be sent by first class mail, postage prepaid, telegram, teletype,
telex, cable or any other customary means of communication to the
addresses listed below, unless either party hereto notifies the other
party of different address.
For United: United Air Lines, Inc.
Director of Maintenance Purchasing
Purchasing Department - SFOPP
San Francisco International Airport
Xxx Xxxxxxxxx, XX 00000-0000
For Seller: Pride Aviation, Inc.
0000 Xxxxxx Xxxxx
Xxx Xxxxxx, XX 00000
16
19
The effective date of any notice, request or designation given
in conjunction with this Agreement will be the date on which
it is received by addressee.
14.2 PUBLICITY.
Neither party will refer to this Agreement or use the name of
the other party in any form of publicity or advertising,
either directly or indirectly, without the prior consent of
the other party which shall not be unreasonably withheld.
14.3 DEFINITIONS.
The terms '"Federal Aviation Administration" or "FAA" mean the
Federal Aviation Administration of the United States, and
include the Administrator of the Federal Aviation
Administration and any other authority or agency of the
Federal Government of the United States having like
jurisdiction. Reference to the "Federal Aviation Regulations",
or to parts thereof, means the United States Federal Aviation
Regulations and, if they are redesignated or discontinued, any
comparable regulations or parts thereof issued by the Federal
Aviation Administration or successor agency exercising the
same or similar jurisdiction.
14.4 ASSIGNMENT.
Neither party may assign this Agreement in whole or in part
without the prior consent of the other party, and any such
attempted assignment shall be void, provided, however, that
United may assign this Agreement and its rights and
obligations hereunder to a successor corporation insulting
from a merger or consolidation with such party. Subject to the
foregoing, the provisions herein will inure to the benefit of,
and be binding upon, any such successor corporation and any
permitted assignees of the respective parties hereto. Consent
by either party, to such assignment in one instance will not
constitute consent by either party to any other assignment.
14.5 PARTIAL INVALIDITY.
If any provision of this Agreement is for any reason held
invalid, ineffective, unenforceable or contrary to public
policy, the remainder of this Agreement will remain in full
force and effect notwithstanding.
14.6 ENTIRE AGREEMENT, HEADINGS.
This Agreement embodies the entire Agreement and understanding
of the parties and, as of its effective date, terminates and
supersedes all prior or independent agreements and
17
20
understandings between the parties covering the same subject
matter. The article and paragraph headings contained herein
are for convenience and reference and are not intended to
define or limit the scope of any provisions of this Agreement.
"This Agreement" means this Services Agreement, including all
Exhibits and amendments.
14.7 AMENDMENTS.
This Agreement shall not be modified except by written
agreement dated even herewith or subsequent hereto signed on
behalf of Seller and United by their respective duly
authorized representatives.
14.8 GOVERNING LAW.
This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, excluding
provisions thereof which refer to the laws of another
jurisdiction.
EXECUTED as of the day and year first above written.
PRIDE AVIATION, INC. UNITED AIR LINES, INC.
By: /s/ XXXX XXXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
------------------------------ ---------------------------------
Xxxxxxx X. Xxxxxx
Title: VP/Gen Mgr Title: Sr. Vice President - Finance
--------------------------- ------------------------------
18
21
Exhibit 1
Page 1 of 2
STATEMENT OF WORK
A. SERVICES.
Seller shall perform the following Services in accordance with the
Specifications described in Article 2.2 and in accordance with the terms
and conditions of this Agreement:
1. Receive and hangar Aircraft.
2. Prepare Aircraft surface and paint in accordance with
United's Specifications, including without limitation the
following task work cards as applicable:
WORK TASK CARDS AIRCRAFT TYPE
SSR OSV Paint dated 03/15/94 B737-222
SSR OSV Paint dated 03/15/94 B737-291
SSR OSV Paint dated 03/15/94 B737-322
SSR OSV Paint dated 03/15/94 B737-522
SSR 0SV Paint dated 03/15/94 B727-222A
SSR OSV Paint dated 03/15/94 B757-222
Seller shall not substitute any materials, processes or
otherwise deviate from United's Specifications without prior
written approval from United.
3. Perform Services as necessary on the Aircraft wings (upper
and lower) and horizontal stabilizers upon request by
United's on-site representative. United's on-site
representative shall give notice to Seller of the type of
Services to be performed within forty-eight (48) hours after
completion of the Arrival Inspection.
4. Review with United's on-site representative all quality and
workmanship issues upon completion of Services for each
Aircraft and take corrective action as necessary.
5. Accomplish #2 Service as described in the applicable work
task cards and fuel Aircraft as needed.
6. Prepare Aircraft for redelivery.
The Services described in this Paragraph A shall not include (i) painting
of the landing gear, wheel xxxxx (except for the
22
Exhibit 1
Page 2 of 2
lip of each wheel well) and interior landing gear doors, (ii) removal,
balance and installation of primary flight controls or (iii) cleaning,
lavatory or cabin service.
B. ADDITIONAL SERVICES.
Seller will perform Additional Services pursuant to Article 1.3 of this
Agreement.
C. OPTION AIRCRAFT SERVICES.
In the event United exercises any of the options described in Article 1.4
of this Agreement, Seller will perform the applicable Services described
in Paragraph A of this Exhibit on the Option Aircraft.
D. BACKSHOP REQUIREMENTS.
Parts and components which require time or cycle based overhaul or on-
condition repair will be (i) identified by Seller and accomplished by
Seller pursuant to United's Specifications or (ii) subcontracted by
Seller to United approved vendors. Should Seller recommend a vendor which
is not approved by United, Seller will provide United necessary
information on the vendor's qualifications and United will perform the
necessary vendor approval process in an expeditious manner or provide an
alternate vendor which will not impede the schedule unduly. United shall
have the right to exchange such parts or components from United's
resources in order to minimize schedule impact, provided that United
notifies Seller of United's intent to exchange rather than overhaul or
repair a given part or component prior to shop disposition or shipping
disposition for parts or components designed by Seller to be overhauled
or repaired by a vendor. Labor and material rates for such Services shall
be as described in Paragraph B of Exhibit 3.
E. MISCELLANEOUS.
Prior to redelivery of the Aircraft to United, Seller shall (i) unseal
any areas closed off by Seller (ii) reinstall such fixtures, equipment,
instruments and other property as may have been removed during the
performance of services and (iii) submit each Aircraft to United at
Seller's facility for inspection and acceptance of the Services by the
United representative.
23
Exhibit 4
Page 1 of 1
DELIVERY RECEIPTS
Delivery receipts for Aircraft, parts or material shall be in the following
formats:
A. Attachment A to this Exhibit 4 - Aircraft Delivery Receipt.
B. Attachment B to this Exhibit 4 - BFE Packing Lists.
24
ATTACHMENT A to Exhibit 4
Page 1 of 1
AIRCRAFT DELIVERY RECEIPT
RECEIPT is hereby acknowledged on behalf ___________________________
__________________________________________________________________ of the
delivery to it by __________________________________________________ at
_____________________M., this ______ day of ______________________, 19__, at
______________________ of the following described Aircraft, together with the
parts and equipment attached hereto and included therewith, in accordance with
the terms of that certain Agreement designated as UAL Contract No. __________
and dated __________________, 19__, between UNITED AIR LINES, INC and PRIDE
AVIATION, INC:
A. One (1) Aircraft
Registration No.________________________________________________________
Manufacturer's Serial No._______________________________________________
with the following engines:
Manufacturer's Serial No.
Engine No.1 ___________________
Engine No. 2 ___________________
Engine No. 3 ___________________
By:
---------------------------------------
Title:
------------------------------------
25
Attachment B to Exhibit 4
Page 1 of 1
INVOICE/PACKING LIST
--------------------------------------------------------------------------------
DATE PACKING NUMBER CUSTOMER NUMBER
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SOLD TO SHIP TO
--------------------------------------------------------------------------------
QUANTITY ITEM/DESCRIPTION TOTAL VALUE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AIRWAY XXXX NUMBER COMPANY
--------------------------------------------------------------------------------
WEIGHT
--------------------------------------------------------------------------------
DIMENSIONS
--------------------------------------------------------------------------------
CONTRACT NUMBER
--------------------------------------------------------------------------------
LETTER OF CREDIT
--------------------------------------------------------------------------------
MISCELLANEOUS INFORMATION
--------------------------------------------------------------------------------
26
Exhibit 5
Page 1 of 2
PARTS SUPPORT
1. The term "Parts" as used in this Agreement means parts and materials used
in the maintenance of the Aircraft, including, but not limited to,
hardware, raw material, parts, accessories, components, paint and
sealant. All Parts provided hereunder shall be on a sale or exchange
basis at United's election.
2. Except for what United shall provide pursuant to Paragraph 2.b of this
Exhibit, Seller shall furnish all Parts which are required in
connection with the performance of Services under this Agreement, subject
to the following provisions of this Paragraph 2:
(a) Seller shall obtain United's approval prior to furnishing any Part
which costs more than US $1000 in vendor's catalog price, provided
that United's on-site representative may waive such price limit to
avoid delays in Seller's acquisition of parts.
(b) United shall furnish all Parts described in Article 2.3. United at
its election and upon notice to Seller may furnish Parts which
Seller would otherwise be required to supply pursuant to Article
1.5. Seller shall not be liable for any delay in the performance
of Services hereunder caused by any delay by United in furnishing
such Parts. Seller and United shall consult and cooperate with
each other regarding United furnishing any Parts in addition to
those set forth in this Agreement.
(c) Seller shall repair Parts removed from the Aircraft which are
intended for reinstallation (R & R Parts), provided that, at
United's election, United may repair any R & R Parts. Seller shall
not be liable for any delay in the performance of Services
hereunder caused by any delay by United in the repair of R & R
Parts.
3. Parts furnished by Seller under this Agreement shall be: (i) unused and
traceable to the original equipment manufacturer (O.E.M.) (or an FAR
Part 145 Repair Agency, or (ii) made serviceable by an authorized Repair
Agency pursuant to Seller's approved vendor procedures and traceable to
the authorized Repair Agency, the O.E.M. or an FAR Part 145 Repair
Agency. Seller shall purchase Parts for use hereunder from vendors listed
on United's approved vendor list.
27
Exhibit 5
Page 2 of 2
For each Part furnished by Seller hereunder which is intended to meet
Military Specifications or Boeing Standards, Seller shall require its
suppliers to furnish data, upon request, which certifies that such Part
(i) meets the physical and chemical properties of such specifications or
standards and (ii) was manufactured by a source listed in the current
Qualified Products List (QPL) or Boeing Standards.
4. United may conduct a receiving inspection on overhauled and repaired
Parts at Seller's facility. United shall conduct any such inspection in
a timely manner consistent with the Service Schedule set forth in Exhibit
2 to this Agreement.
5. Seller shall issue an invoice to United for the Parts furnished hereunder
for each Aircraft in accordance with the prices specified in Exhibit 3
to this Agreement.
28
[UNITED AIRLINES LETTERHEAD]
February 7, 1997
Xx. Xxxx Xxxxxxxxxx
President/General Manager
Pride Aviation, Inc.
0000 Xxxxxx Xxxxx
Xxx Xxxxxx, XX 00000
Subject: Option Extension Award/United Contract No. 123002
dated June 10, 1994
Dear Xxxx:
We are pleased to inform you that United is exercising its option as described
in Article 1.4 of the subject Agreement to extend Pride Aviation's Services
through June 10, 1999.
Such extension of Services are contingent on mutual agreement of annual
schedules to be included in an amendment to the Agreement.
Thank you for your continuing support of United's needs.
Sincerely,
/s/ X. X. XXXXX
X. X. Xxxxx
Director, Maintenance Purchasing
29
Exhibit 1
Page 1 of 2
STATEMENT OF WORK
A. SERVICES.
Seller shall perform the following Services in accordance with the
Specifications described in Article 2.2 and in accordance with the terms
and conditions of this Agreement:
1. Receive and hangar Aircraft.
2. Prepare Aircraft surface and paint in accordance with
United's Specifications, including without limitation the
following task work cards as applicable:
WORK TASK CARDS AIRCRAFT TYPE
SSR OSV Paint dated 03/15/94 B737-222
SSR OSV Paint dated 03/15/94 B737-291
SSR OSV Paint dated 03/15/94 B737-322
SSR OSV Paint dated 03/15/94 B737-522
SSR 08V Paint dated 03/15/94 B727-222A
SSR OSV Paint dated 03/15/94 B757-222
Seller shall not substitute any materials, processes or
otherwise deviate from United's Specifications without prior
written approval from United.
3. Perform Services as necessary on the Aircraft wings (upper
and lower) and horizontal stabilizers upon request by
United's on-site representative. United's on-site
representative shall give notice to Seller of the type of
Services to be performed within forty-eight (48) hours after
completion of the Arrival Inspection.
4. Review with United's on-site representative all quality and
workmanship issues upon completion of Services for each
Aircraft and take corrective action as necessary.
5. Accomplish #2 Service as described in the applicable work
task cards and fuel Aircraft as needed.
6. Prepare Aircraft for redelivery.
The Services described in this Paragraph A shall not include (i) painting
of the landing gear, wheel xxxxx (except for the
30
Exhibit 1
Page 2 of 2
lip of each wheel well) and interior landing gear doors, (ii) removal,
balance and installation of primary flight controls or (iii) cleaning,
lavatory or cabin service.
B. ADDITIONAL SERVICES.
Seller will perform Additional Services pursuant to Article 1.3 of this
Agreement.
C. OPTION AIRCRAFT SERVICES.
In the event United exercises any of the options described in Article 1.4
of this Agreement, Seller will perform the applicable Services described
in Paragraph A of this Exhibit on the Option Aircraft.
D. BACKSHOP REQUIREMENTS.
Parts and components which require time or cycle based overhaul or on-
condition repair will be (i) identified by Seller and accomplished by
Seller pursuant to United's Specifications (Dr (ii) subcontracted by
Seller to United approved vendors. Should Seller recommend a vendor which
is not approved by United, Seller will provide United necessary
information on the vendor's qualifications and United will perform the
necessary vendor approval process in an expeditious manner or provide an
alternate vendor which will not impede the schedule unduly. United shall
have the right to exchange such parts or components from United's
resources in order to minimize schedule impact, provided that United
notifies Seller of United's intent to exchange rather than overhaul or
repair a given part or component prior to shop disposition or shipping
disposition for parts or components designed by Seller to be overhauled
or repaired by a vendor. Labor and material rates for such Services shall
be as described in Paragraph B of Exhibit 3.
E. MISCELLANEOUS.
Prior to redelivery of the Aircraft to United, Seller shall (i) unseal
any areas closed off by Seller (ii) reinstall such fixtures, equipment,
instruments and other property as may have been removed during the
performance of services and (iii) submit each Aircraft to United at
Seller's facility for inspection -and acceptance of the Services by the
United representative.
31
Exhibit 4
Page 1 of 1
DELIVERY RECEIPTS
Delivery receipts for Aircraft, parts or material shall be in the following
formats:
A. Attachment A to this Exhibit 4 - Aircraft Delivery Receipt.
B. Attachment B to this Exhibit 4 - BFE Packing Lists.
32
ATTACHMENT A to Exhibit 4
Page 1 of 1
AIRCRAFT DELIVERY RECEIPT
RECEIPT is hereby acknowledged on behalf ___________________________
------------------------------------------------------------------ of the
delivery to it by --------------------------------------------- at
_____________________M., this ______ day of ______________________, 19__, at
______________________ of the following described Aircraft, together with the
parts and equipment attached hereto and included therewith, in accordance with
the terms of that certain Agreement designated as UAL Contract No. __________
and dated __________________, 19__, between UNITED AIR LINES, INC and PRIDE
AVIATION, INC:
A. One (1) Aircraft
Registration No.
-------------------------------------------------------
Manufacturer's Serial No.
------------------------------------------------
with the following engines:
Manufacturer's Serial No.
Engine No.1
--------------------
Engine No. 2
--------------------
Engine No. 3
--------------------
By:
------------------------------------
Title:
------------------------------------
33
Attachment B to Exhibit 4 Page 1 of 1
INVOICE/PACKING LIST
--------------------------------------------------------------------------------
DATE PACKING NUMBER CUSTOMER NUMBER
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SOLD TO SHIP TO
--------------------------------------------------------------------------------
QUANTITY ITEM/DESCRIPTION TOTAL VALUE
--------------------------------------------------------------------------------
AIRWAY XXXX NUMBER COMPANY
--------------------------------------------------------------------------------
WEIGHT
--------------------------------------------------------------------------------
DIMENSIONS
--------------------------------------------------------------------------------
CONTRACT NUMBER
--------------------------------------------------------------------------------
LETTER OF CREDIT
--------------------------------------------------------------------------------
MISCELLANEOUS INFORMATION
--------------------------------------------------------------------------------
34
Exhibit 5
Page 1 of 2
PARTS SUPPORT
1. The term "Parts" as used in this Agreement means parts and materials used
in the maintenance of the Aircraft, including, but not limited to,
hardware, raw material, parts, accessories, components, paint and
sealant. All Parts provided hereunder shall be on a sale or exchange
basis at United's election.
2. Except for what United shall provide pursuant to Paragraph 2.b of this
Exhibit, Seller shall furnish all Parts which are required in
connection with the performance of Services under this Agreement, subject
to the following provisions of this Paragraph 2:
(a) Seller shall obtain United's approval prior to furnishing any Part
which costs more than US $1000 in vendor's catalog price, provided
that United's on-site representative may waive such price limit to
avoid delays in Seller's acquisition of parts.
(b) United shall furnish all Parts described in Article 2.3. United at
its election and upon notice to Seller may furnish Parts which
Seller would otherwise be required to supply pursuant to Article
1.5. Seller shall not be liable for any delay in the performance
of Services hereunder caused by any delay by United in furnishing
such Parts. Seller and Unied shall consult and co-operate with
each other regarding United furnishing any Parts in addition to
those set forth in this Agreement.
(c) Seller shall repair Parts removed from the Aircraft which are
intended for reinstallation (R & R Parts), provided that, at
United's election, United may repair any R & R Parts. Seller shall
not be liable for any delay in the performance of Services
hereunder caused by any delay by United in the repair of R & R
Parts.
3. Parts furnished by Seller under this Agreement shall be: (i) unused and
traceable to the original equipment manufacturer (O.E.M.) (or an FAR
Part 145 Repair Agency, or (ii) made serviceable by an authorized Repair
Agency pursuant to Seller's approved vendor procedures -and traceable to
the authorized Repair Agency, the O.E.M. or an FAR Part 145 Repair
Agency. Seller shall purchase Parts for use hereunder from vendors listed
on United's approved vendor list.
35
Exhibit 5
Page 2 of 2
For each Part furnished by Seller hereunder which is intended to meet
Military Specifications or Boeing Standards, Seller shall require its
suppliers to furnish data, upon request, which certifies that such Part
(i) meets the physical and chemical properties of such specifications or
standards and (ii) was manufactured by at source "listed in the current
Qualified Products List (QPL) or Boeing Standards.
4. United may conduct a receiving inspection on overhauled and repaired
Parts at Seller's facility. United shall conduct any such inspection in
a timely manner consistent with the Service Schedule set forth in Exhibit
2 to this Agreement.
5. Seller shall issue an invoice to United for the Parts furnished hereunder
for each Aircraft in accordance with the prices specified in Exhibit 3
to this Agreement.
